Upload
others
View
5
Download
0
Embed Size (px)
Citation preview
EMMA Dataport Manual for Primary Market Submissions Version 2.4, August 2019
emma.msrb.org
The Official Source for Municipal Disclosures and Market Data
Municipal Securities Rulemaking Board 2
EMMA Dataport Manual for Primary Market Submissions
Revision History
Version Date Description of Changes
1.0 June 2009 Initial version (Form G-32 Manual supersedes Form G-36 Manual).
1.1 August 2009 Added requirement for reporting the original dated date on remarketing submissions with no change in CUSIPs.
Clarified instructions for reporting of the Closing Date on 529 Savings Plans.
1.2 November 2009
Clarified instructions for reporting the Maturity Principal Amount for capital appreciation bonds and zero coupon securities in Section 4.4.
Updated location of web service and made minor changes to the sample XML in Section 5.4.
Changes effective December 1, 2009: Revised instructions for the Offering Screen in Section 4.6.3 to conform to changes to MSRB Rule A-13.
1.3 February 2010
Updated manual to reflect changes on Word-Searchable PDF’s.
1.4 July 2010 Outlined instructions on Refunded Issues for Advance Refunding Document submissions without a Refunded CUSIP in Section 4.7.1 Outlined Instructions on Remarketing/New Issue Change submission type in Section 4.7.2.C.
1.5 August 2010 Updated manual to reflect Voluntary OS submissions. Clarified the difference between document and file options on the Document Tab in EMMA Dataport.
1.6 November 2010
Submission specifications for primary market were separated from EMMA Dataport Manual for Primary Market Submissions and formed into own manual of Specifications for the EMMA Primary Market Submission Service.
1.7 February 2011
Updated manual to reflect changes to MSRB Rule G-32 as described in MSRB Notice 2010-56. Changes effective February 14, 2011.
1.8 May 2011 Updated manual to include Form G-32.
Municipal Securities Rulemaking Board 3
EMMA Dataport Manual for Primary Market Submissions
Version Date Description of Changes
1.9 May 2013 Updated manual to reflect amendments to MSRB Rules G-32 and G-34 as described in MSRB Notice 2012-64. Changes effective May 6, 2013.
2.0 March 2014 Updated manual to include retail order period reporting features on Primary Market submissions as described in MSRB NOTICE 2013-20.
2.1 August 2015 Updated the Resources and Support section to reflect the change in hours of operation for Email Support.
2.2 June 2016 Updated to reflect the user navigation changes to the MSRB.org homepage, MSRB Gateway Login and Main Menu pages.
2.3 June 2018 Updated to reflect addition of ABLE program submissions and removed the word “College” from 529 Savings Plans to reflect the Tax Cuts and Jobs Act of 2017.
2.4 July 2019 Updated to reflect EMMA Dataport user interface changes.
Municipal Securities Rulemaking Board 4
EMMA Dataport Manual for Primary Market Submissions
Resources and Support Online
MSRB Website: msrb.org
EMMA Website: emma.msrb.org
MSRB Support
Tel: 202-838-1330
Email: [email protected]
Live Support: 7:30 a.m. - 6:30 p.m. ET
Email Support: 7:00 a.m. – 7:00 p.m. ET
Municipal Securities Rulemaking Board
1300 I Street NW, Suite 1000
Washington, DC 20005
Tel: 202-838-1500
Fax: 202-898-1500 This resource is for informational purposes only and should be considered in conjunction with
the applicable MSRB rules and any related interpretations. The complete text of all MSRB rules
and interpretations is available at http://msrb.org/Rules-and-Interpretations/MSRB-Rules.aspx.
Municipal Securities Rulemaking Board 5
EMMA Dataport Manual for Primary Market Submissions
Table of Contents
Introduction……………………………………………………………………………………………………………….7
PART 1: REQUIREMENTS FOR PRIMARY MARKET DISCLOSURE SUBMISSIONS…………….9
MSRB Rule G-32 and Related Requirements……………………………………………………………….9
Responsibilities of Underwriters ............................................................................. 9
Public Availability of Primary Market Disclosure Documents .............................. 10
MSRB Primary Market Subscription Service ......................................................... 11
Submissions to EMMA .......................................................................................... 11
Exceptions from Official Statement Submission Requirement ............................ 12
Designated Electronic Format of Submitted Documents ..................................... 14
Form G-32 and the Basic Submission Process…………………………………………………………… 15
Form G-32 Description .......................................................................................... 15
Form G-32 Information Submission in Single or Multiple Sessions ...................... 15
Designated Agents ................................................................................................ 15
Standard of Care for Underwriter Submissions .................................................... 16
Use of Form G-32 in Connection with Offerings and Issues ................................. 16
Basic Submission Process for Form G-32 .............................................................. 17
Issues for Which the Underwriter Must Provide G-32 Information ..................... 17
Document and Information at Time of Submission of Official Statement ........... 19
Definition of Retail Order Period .......................................................................... 21
Summary of Basic Information Requirements ...................................................... 21
Additional Items in Connection with Special Cases .............................................. 22
Disclosures to Customers and Recordkeeping Requirements…………………………………… 25
Disclosures to Customers ...................................................................................... 25
Recordkeeping ...................................................................................................... 26
PART 2: INSTRUCTIONS FOR SINGLE SUBMISSIONS…………………………………………………. 28
EMMA Dataport……………………………………………………………………………………………………… 28
Preliminaries: Registration, Login and Submissions ............................................. 28
Access EMMA Dataport ........................................................................................ 29
Overview of Typical Underwriting Submission ..................................................... 33
Submission Screen Details .................................................................................... 35
CUSIP-9 Submission Screen .................................................................................. 35
Municipal Securities Rulemaking Board 6
EMMA Dataport Manual for Primary Market Submissions
Preview and Publish Screens ................................................................................ 45
Special Cases – Official Statement Amended, Not Available, or Not Produced ... 53
Offering Screen ..................................................................................................... 55
Special Cases – Advance Refundings and Non-Typical Underwritings ................. 58
Advance Refunding Document Submission .......................................................... 58
Remarketing Submission ...................................................................................... 65
Remarketing Submission with Change in CUSIPs ................................................. 65
Remarketing Submission with No Change in CUSIPs ............................................ 67
Remarketing Submission Change ......................................................................... 68
Commercial Paper Offering .................................................................................. 69
Voluntary Submission of a Commercial Paper Offering ....................................... 70
Security Ineligible for CUSIP Number Assignment ............................................... 71
529 Savings Plans/ABLE Programs ........................................................................ 72
Other Municipal Fund Security ............................................................................. 73
Pending, Exiting and Logging Out ......................................................................... 75
EMMA Document Archive .................................................................................... 76
Appendix…………………………………………………………………………………………………………………. 78
Municipal Securities Rulemaking Board 7
EMMA Dataport Manual for Primary Market Submissions
Introduction
The Municipal Securities Rulemaking Board (MSRB) protects investors, state and local
governments and other municipal entities, and the public interest by promoting a fair and
efficient municipal securities market. The MSRB fulfills this mission by regulating the municipal
securities firms, banks and municipal advisors that engage in municipal securities and advisory
activities. To further protect market participants, the MSRB provides market transparency
through its Electronic Municipal Market Access (EMMA®) website, the official repository for
information on virtually all municipal bonds. EMMA provides free public access to official
disclosures, trade data, credit ratings, educational materials and other information about the
municipal securities market. The MSRB also serves as an objective resource on the municipal
market, conducts extensive education and outreach to market stakeholders, and provides
market leadership on key issues. The MSRB is a Congressionally-chartered, self-regulatory
organization governed by a 21-member board of directors that has a majority of public
members in addition to representatives of regulated entities. The MSRB is subject to oversight
by the Securities and Exchange Commission.
The Primary Market Disclosure Service receives submissions of official statements (OS),
preliminary official statements and related pre-sale documents, advance refunding documents,
and any amendments thereto (collectively, “primary market documents”), together with
related indexing information to allow the public to readily identify and access such documents.
These documents are submitted by brokers, dealers and municipal securities dealers acting as
underwriters, placement agents or remarketing agents for primary offerings of municipal
securities and their agents pursuant to MSRB Rules G-32 and G-34, and from issuers and their
designated agents, at no charge to the submitter.
This EMMA Dataport Manual for Primary Market Submissions describes the requirements of
MSRB’s Rule G-32 for underwriters to submit primary market disclosure documents and
information to EMMA, and gives instructions for making such submissions. Additional
information about primary market submissions is available in a set of Frequently Asked
Questions on the EMMA Dataport home screen.
This Manual has two parts. Part 1 describes the requirements for dealers to submit primary
market documents and information under MSRB Rule G-32. Part 2 provides directions for
making submissions of single offerings (for example, a single official statement and related
information). It also contains images of EMMA input screens and detailed instructions on how
to submit documents.
Municipal Securities Rulemaking Board 8
EMMA Dataport Manual for Primary Market Submissions
Form G-32, a collection of data elements provided in electronic format pursuant to Rule G-32, is
in the appendix to this manual.
A specifications document describes how to make continuous submissions of multiple offerings
of securities. The EMMA Dataport Manual for Primary Market Submissions should be read prior
to the Specifications for the EMMA Primary Market Submission Service document for an
underwriter to understand the requirements to submit primary market disclosure documents
and related information under MSRB’s Rule G-32. The Rule G-32 requirements apply to
submissions through the website and to continuous submissions.
The Specifications for the EMMA Primary Market Submission Service provides instructions for
making continuous submissions of multiple offerings of securities. This document contains
figures and specifications for making a submission through a computer-to-computer interface.
The Specifications for the EMMA Primary Market Submission Service is located on
www.msrb.org.
Municipal Securities Rulemaking Board 9
EMMA Dataport Manual for Primary Market Submissions
PART 1: Requirements for Primary Market Disclosure
Submissions
MSRB Rule G-32 and Related Requirements
Responsibilities of Underwriters Underwriters are required under MSRB’s Rule G-32 to submit all primary market disclosure
documents and related information to EMMA in electronic format, replacing the submission
process under previous MSRB Rule G-36. Dealers selling most municipal securities in a primary
offering to customers are required under Rule G-32 to notify customers of the availability of
official statements through the EMMA website (and in addition, at the election of the dealer,
any qualified portals) and to provide written copies of official statements to any customers
requesting such copies. Except in the case of sales of municipal fund securities, dealers will have
the option to provide to customers in primary offerings, by trade settlement, either printed
copies of official statements or written notices describing how to access official statements
from the EMMA website.
Underwriters should be especially sensitive to the necessity of timely and accurate submissions
to EMMA of official statements, preliminary official statements (when required), any
amendments thereto, and all related information to be supplied through electronic Form G-32.
In particular, with the adoption of the all-electronic standard for submission of and access to
official statements, submissions to EMMA become the lynchpin to the municipal securities
primary market disclosure system that ensures that official statements are available to
investors and the general public in a timely manner. Thus, any failure by the underwriter to
make the required submission to EMMA within one business day after receipt from the issuer,
but in no event later than the closing date, would have significant repercussions to the ability of
investors to access the document. The MSRB expects that the timing requirements of Rule G-32
will be strictly adhered to and enforced to promote the purposes of the rule and the protection
of investors.
All dealers are reminded that, in addition to their obligations under Rule G-32, they are
required under MSRB Rule G-17, on fair practice, to disclose to the customer, at or prior to the
time of trade, all material facts about the transaction known by the dealer as well as material
facts about the security that are reasonably accessible to the market. MSRB Rule G-32 does not
alter this obligation. Disclosures made after the time of trade, such as by delivery of the official
statement or by customer access to the official statement on EMMA at or near trade
Municipal Securities Rulemaking Board 10
EMMA Dataport Manual for Primary Market Submissions
settlement, do not substitute for the required material disclosures that must be made at or
prior to the time of trade pursuant to Rule G-17. In the new issue market, the preliminary
official statement, when available, often is used by dealers marketing new issues to customers
and can serve as a primary vehicle for providing the required time-of-trade disclosures under
Rule G-17, depending upon the accuracy and completeness of the preliminary official statement
as of the time of trade. The MSRB has emphasized the importance of making material
disclosures available to customers in sufficient time to make use of the information in making
an investment decision, such as through earlier delivery of the preliminary official statement.
The MSRB urges dealers to make preliminary official statements available to their potential
customers in a timeframe that provides an adequate opportunity to make the appropriate
assessments in making an investment decision.
Additional or revised material information provided to the customer subsequent to the time
of trade (such as in a revised preliminary official statement, the final official statement or
through any other means) cannot cure a failure to provide the required material information at
or prior to the time of trade. However, a revised preliminary official statement or other
supplemental information provided to customers after delivery of the original preliminary
official statement, but at or prior to the time of trade, can be used to comply with the time-of-
trade disclosure obligation under Rule G-17.
Public Availability of Primary Market Disclosure Documents Submissions made through the EMMA primary market disclosure service during the hours of
8:30 a.m. to 6:00 p.m. Eastern time on an MSRB business day are, in general, posted on the
EMMA website within 15 minutes of acceptance, although during peak traffic periods posting
may occur within one hour of acceptance. Submissions outside of such hours often are posted
within 15 minutes although some submissions outside of the MSRB’s normal business hours
may not be processed until the next business day. Primary market disclosure documents and
related indexing information submitted to EMMA will be made available to the public through
the EMMA website for the life of the related securities.
The EMMA website is available without charge to all members of the public. It provides online
search functions utilizing available indexing information to allow users of the EMMA website to
readily identify and access documents and related information provided through the EMMA
primary market disclosure service. Basic identifying information relating to specific municipal
securities and/or specific issues accompanies the display of primary market disclosure
documents. EMMA permits users to request alerts, at no charge, if a document has become
available on the EMMA website or has been updated or amended.
Municipal Securities Rulemaking Board 11
EMMA Dataport Manual for Primary Market Submissions
The MSRB reserves the right to restrict or terminate malicious, illegal or abusive usage for such
periods as may be necessary and appropriate to ensure continuous and efficient access to the
EMMA website and to maintain the integrity of EMMA and its operational components. The
MSRB is not responsible for the content of the information or documents submitted by
submitters, displayed on the EMMA website or distributed to subscribers of the EMMA primary
market disclosure subscription service.
MSRB Primary Market Subscription Service
Users wishing to obtain the primary market disclosure documents provided through the EMMA
primary market disclosure service through a data stream rather than through viewing on and
downloading from the EMMA website may purchase a subscription for such documents from
the MSRB Information on how to subscribe is posted on the EMMA website and on the MSRB
website. The EMMA primary market disclosure subscription service makes available to
subscribers all primary market disclosure documents and related indexing information posted
on the EMMA website in real-time, simultaneously with their posting on the EMMA website.
The EMMA primary market disclosure service subscription is provided through a web service
accessible by subscribers using various commercially available products. Data is streamed,
depending on the subscriber’s own software settings, using extensible markup language (XML)
files with portable document format (PDF) files of primary market disclosure documents. The
MSRB makes the EMMA primary market disclosure subscription service available on an equal
and non-discriminatory basis.
Submissions to EMMA
Official Statement and Form G-32 Submission Requirements
Under Rule G-32(b)(i)(A), underwriters are required to submit information through the
electronic Form G-32 for all primary offerings of municipal securities, regardless of whether an
official statement is produced.
Under Rule G-32(b)(i)(B), except as described below, all submissions by underwriters of official
statements are required to be made within one business day after receipt from the issuer but
by no later than the closing date for the offering.
“Closing date” is defined in Rule G-32(d)(ix) as the date of first delivery of the securities to the
underwriter. For bond or note offerings, this generally corresponds to the traditional concept of
the bond closing date. In the case of continuous offerings, such as for municipal fund securities,
the closing date is considered to occur when the first securities are delivered.
Municipal Securities Rulemaking Board 12
EMMA Dataport Manual for Primary Market Submissions
If an official statement is being prepared for a primary offering but it is not submitted to EMMA
by the closing date, the underwriter is required under Rule G-32(b)(i)(B)(2) to provide notice of
such failure to file and to submit the preliminary official statement, if any, by the closing date,
along with notice that the official statement will be submitted to EMMA when it becomes
available. Once an official statement becomes available, the underwriter is required to submit
the official statement within one business day after receipt from the issuer. The submission of
the preliminary official statement is not a cure for a failure to submit the official statement in a
timely manner but instead is an additional obligation of the underwriter incurred upon failing to
make timely submission of the official statement.
Exceptions from Official Statement Submission Requirement
There are certain exceptions from the requirement to submit an official statement:
• If no official statement is prepared for an offering exempt from Exchange Act Rule 15c2-
12, Rule G-32(b)(i)(C) requires the underwriter to provide notice of that fact to EMMA,
together with the preliminary official statement, if any, by the closing date.
• In the case of certain limited offerings, Rule G-32(b)(i)(E) permits the underwriter to
elect not to submit the official statement to EMMA if it instead submits to EMMA, by no
later than closing: (i) notice that the offering is not subject to Exchange Act Rule 15c2-12
by virtue of paragraph (d)(1)(i) and that an official statement has been prepared but is
not being submitted to EMMA, and (ii) specific contact information for underwriter
personnel to whom requests for copies of the official statement should be made. The
contact information will be made public on EMMA. An underwriter is permitted to
voluntary upload an official statement to replace contact information after electing not
to submit an official statement that was exempt due to a limited offering from Exchange
Act Rule 15c2-12.
Limited offerings consist of primary offerings under Exchange Act Rule 15c2-
12(d)(1)(i) in which the securities have authorized denominations of $100,000 or more
and are sold to no more than 35 persons who the underwriter reasonably believes: (a)
have such knowledge and experience in financial and business matters that they are
capable of evaluating the merits and risks of the prospective investment, and (b) are not
purchasing for more than one account or with a view to distributing the securities.
• An underwriter withholding the official statement for a limited offering is required to
deliver the official statement to each customer purchasing the offered securities from
the underwriter or from any other dealer, upon request, by the later of one business
day after request or the settlement of the customer’s transaction.
Municipal Securities Rulemaking Board 13
EMMA Dataport Manual for Primary Market Submissions
• In addition, submissions to EMMA in connection with roll-overs of commercial paper or
remarketings of outstanding issues exempt from Exchange Act Rule 15c2-12 are not
required under Rule G-32(b)(i)(F) if no new official statement is prepared for the roll-
over or remarketing or if an official statement has previously been submitted to EMMA
in connection with such securities and no amendments or supplements to the official
statement have been made since such submission. An underwriter is permitted to
voluntary upload an official statement when making a submission or modification of
commercial paper or of a remarketing with no change in CUSIP that was exempt from
Exchange Act Rule 15c2-12.
Advance Refunding Submissions Requirements
Rule G-32(b)(ii) requires that underwriters submit advance refunding documents by no later
than five business days after the closing date for primary offerings that advance refund an
outstanding issue and for which an advance refunding document has been prepared. This
requirement applies whenever an advance refunding document has been prepared in
connection with a primary offering, not just for those offerings in which an official statement
also has been prepared as under previous Rule G-36.
Amendments and Cancellations
Underwriters are required by Rule G-32(b)(iii) to submit amendments to official statements and
advance refunding documents during the primary offering disclosure period within one
business day of receipt.
The term “new issue disclosure period” under previous Rule G-32 is renamed as “primary offering disclosure period” under Rule G-32 (d)(ix) to emphasize that the rule applies to municipal securities remarketed in a primary offering, not just to new issues of municipal securities.
In addition, underwriters are required under Rule G-32(b)(iv) to submit prompt notice of any
cancellation of an offering for which a submission of a document or information relating to the
offering has previously been made to EMMA. If only a portion of an offering is cancelled, the
underwriter’s submission in connection with the remaining portion of the offering is required to
be corrected by no later than the closing date to reflect the partial cancellation of the offering.
If the entire offering is cancelled after its information was submitted to EMMA, notice of such
cancellation must be submitted promptly via Form G-32. A cancellation is deemed to have been
submitted to EMMA promptly under paragraph (vi)(C) of Rule G-32 if submitted by no later
than five business days after the underwriter cancels its trades with customers and other
dealers.
Municipal Securities Rulemaking Board 14
EMMA Dataport Manual for Primary Market Submissions
Designated Electronic Format of Submitted Documents
Rule G-32(b)(vi)(A) prescribes the designated electronic format in which documents must be
submitted to EMMA. Rule G-32(d)(iii) establishes PDF files as the initial sole designated
electronic format, with files configured to permit documents to be saved, viewed, printed and
retransmitted by electronic means. If the submitted file is a reproduction of the original
document, the submitted file must maintain the graphical and textual integrity of the original
document.
As of, January 1, 2010, PDF files must be word-searchable, that is, allowing the user to search
for specific terms used within the document through a search or find function available in most
standard software packages. The word-searchable function will allow users to search for
specific terms used within the submitted document through a search or find function available
in most standard software packages. Diagrams, images and other non-textual elements are not
required to be word-searchable due to current technical hurdles to uniformly producing such
elements in word-searchable form without incurring undue costs.
The MSRB may in the future designate additional computerized formats as acceptable
electronic formats for submission or preparation of documents under Rule G-32 by means of a
filing with the Securities and Exchange Commission.
Submission of Documents as Multiple Files
Underwriters may submit official statements and other required documents in the form of one
or more electronic files. EMMA permits such submissions as multiple files as an accommodation
for those situations where technical or other difficulties preclude or substantially impair the
production and submission of the official statement or other document as a single electronic
file. Barring such circumstances, underwriters, issuers and investors will be best served if all
submissions of documents are made as a single electronic file rather than multiple files. In
particular, underwriters should consider the risk of potentially disseminating to the public
incomplete disclosure should they, inadvertently or otherwise, fail to submit on a simultaneous
or immediately sequential basis all of the required files of a multi-file official statement
submission.
Underwriters are required to submit to EMMA, along with a document, the date such
document is received from the issuer. In the case of the official statement, the MSRB does not
consider the underwriter to have received the official statement until it has received the
complete document. Thus, if the issuer were to provide the official statement to the
underwriter in the form of multiple files, the underwriter should not consider the official
statement to have been received from the issuer until the final file of such document necessary
Municipal Securities Rulemaking Board 15
EMMA Dataport Manual for Primary Market Submissions
to complete the official statement has been received. In that case, the underwriter would
report the date on which such final file was received as the date on which the official statement
(including each file thereof, regardless of any earlier receipt of some such files) was received for
purposes of the required information submission.
Form G-32 and the Basic Submission Process
Form G-32 Description
Form G-32, which replaces previous Form G-36(OS) and Form G-36(ARD), includes all
information required to be submitted by underwriters under Rule G-32(b)(i)(A) and (b)(vi).
Form G-32 consists of a collection of data elements provided to EMMA in connection with a
primary offering of municipal securities. When making primary market submissions using the
web-based interface, related indexing information is entered into an on-line form or uploaded
through an extensible markup language (XML) file, and documents are uploaded as PDF files.
Computer-to-computer submissions utilize XML files for data and PDF files for documents.
Form G-32 Information Submission in Single or Multiple Sessions Form G-32 may be completed in a single session or in multiple sessions, with the initiation of
the Form G-32 submission before the official statement is received from the issuer. Rule G-32
does not require that the submission of information and the dissemination of such information
on EMMA be delayed until the related official statement has become available. Deadlines are
stated in section 2.6.
Underwriters must make a submission through Form G-32 in connection with each official
statement (or preliminary official statement, where no official statement exists), as well as in
connection with each offering for which no official statement or preliminary official statement
is to be made available through EMMA. Information relating to advance refunding documents
executed in connection with a primary offering also must be submitted through the Form G-32
submission process. During the primary offering disclosure period, submissions of amendments
to previously submitted documents are made through the same Form G-32 submission initiated
in connection with the original documents.
Designated Agents Under Rule G-32(b)(vi)(C), underwriters may designate agents to make submissions on their
behalf through the MSRB’s user account management and authentication system known as
MSRB Gateway. All submissions made on behalf of an underwriter by a designated agent are
Municipal Securities Rulemaking Board 16
EMMA Dataport Manual for Primary Market Submissions
the responsibility of the designating underwriter, and any failure by the designated agent to
provide documents or information in a complete, timely and conforming manner will be
deemed to be a failure by the designating underwriter.
Standard of Care for Underwriter Submissions Much of the information provided by underwriters and their agents on Form G-32 is made
available to the public through the EMMA website on a real-time basis. The underwriter must
exercise due care with respect to the accuracy of the items of information provided on Form G-
32, although it is understood that much of this information may be subject to change until an
issue has reached closing. Until closing, the underwriter is expected to update promptly any
information previously provided by it on Form G-32 which may have changed or to correct
promptly any inaccuracies in such information, and is responsible for ensuring that such
information provided by it is accurate as of the closing date. Except with regard to the
submission of advance refunding documents or amendments to the official statement as
described below, the underwriter is not obligated to update information provided by it on Form
G-32 due to changes in such information occurring after the closing date, although the
underwriter remains responsible for correcting any information it provided that was erroneous
as of the later of the time the information was submitted or the closing date. Information is
deemed to be provided by the underwriter if it has been supplied by the underwriter or a
designated agent of the underwriter directly to EMMA or it has been pre-populated by the
EMMA web-based interface to the extent that such information is editable.
The underwriter is obligated to review and make any necessary corrections to such pre-
populated data. The underwriter is not responsible for any items of information pre-populated
by EMMA that are not editable by the underwriter or its designated agent. However, the
underwriter is obligated to ensure that such security in a primary offering is correctly
associated with the submission the underwriter is making.
As noted above, the MSRB expects that the requirement that all information to be supplied
through Form G-32 be accurately and completely submitted by the applicable deadlines, and
particularly by the closing date, will be strictly enforced to promote the purposes of the Rule G-
32 and the protection of investors.
Use of Form G-32 in Connection with Offerings and Issues For purposes of submitting Form G-32, an offering consists of all securities described in the
official statement, and the offering may consist of one or more issues.
Municipal Securities Rulemaking Board 17
EMMA Dataport Manual for Primary Market Submissions
As used in this context, an offering generally corresponds to the definition of a primary
offering under Rule G-32 and Exchange Act Rule 15c2-12. Multiple issues (including but not
limited to separately designated series of an offering) on a single official statement are treated
as part of the same offering for purposes of Form G-32 submissions even if issued by different
issuers and/or underwritten by different underwriters. However, to the extent that a primary
offering is offered through more than one official statement (e.g., separate official statements
for separate issues within a single primary offering), offering-level information to be provided
through a Form G-32 submission relates solely to the portion of the primary offering described
in the official statement that is the subject of the specific submission, and the remainder of the
information related to such primary offering must be provided through a separate Form G-32
submission for the other official statement.
An issue generally consists of all securities in an offering having the same issuer, the same issue
description (including same series designation or named obligor, if applicable) and the same
dated date. In cases where no official statement is produced, each issue not described in an
official statement is considered a separate offering for purposes of Form G-32.
Basic Submission Process for Form G-32 This section describes the basic information to be provided through Form G-32 and the timing
of the submission of such information for a typical submission to EMMA under Rule G-32.
Issues for Which the Underwriter Must Provide G-32 Information
In most cases, the underwriter underwrites all issues in the offering. An underwriter must
provide Form G-32 information for all maturities that it underwrites in whole or in part. For
example, if an underwriter only underwrites two maturities of an issue consisting of ten
maturities, the underwriter must report information regarding all ten maturities.
However, sometimes when there are multiple issues in an offering (such as two series of
securities), the underwriter that is making an EMMA submission on an issue does not
underwrite other issues in that offering. In the case in which an underwriter underwrites no
portion of one or more issues in an offering, the underwriter is responsible for providing only
the nine-digit CUSIP number for the latest maturity of any non-underwritten issue. For
example, if an offering consists of three issues, only two of which were underwritten in any part
by a particular underwriter, that underwriter is responsible for providing the full information
required under Form G-32 for the two issues it underwrites but is responsible only for providing
the nine-digit CUSIP number for the latest maturity of the issue it does not underwrite.
Municipal Securities Rulemaking Board 18
EMMA Dataport Manual for Primary Market Submissions
Information by the Date of First Execution of Transactions
The underwriter of a primary offering of municipal securities is required under Rule G-
32(b)(i)(A) and (b)(vi)(C)(1)(a) to submit, in addition to any applicable documents and
information, Form G-32 information relating to the offering in a timely and accurate manner as
follows:
• For any primary offering of municipal securities that is a new issue eligible for
submission of information to NIIDS under Rule G-34(a)(ii)(C), the underwriter of such
offering must submit all information required to be submitted on Form G-32 relating to
such offering as required under Rule G-34(a)(ii)(C); provided, however, that any items
of information required to be included on Form G-32 but for which no corresponding
data element then is available through NIIDS must be submitted through EMMA on
Form G-32 as required under Rule G-32(b)(vi). Any corrections to data submitted
pursuant to Rule G-34(a)(ii)(C) must be made promptly and, to the extent feasible, in
the manner originally submitted.
• For any primary offering of municipal securities that is not a new issue eligible for
submission of information to NIIDS under Rule G-34(a)(ii)(C) or is exempt from such
submission requirement under Rule G-34(d), the underwriter of such offering must
initiate the submission of Form G-32 information relating to the offering on or prior to
the date of first execution, and must complete the submission of all information
required to be submitted by Form G-32 relating to such offering at such times and in
such manner as required under Form G-32(b)(vi).
The following items of information are required by Form G-32 with respect to each issue the
underwriter underwrites:
• Issue-specific information consisting of the full issuer name and issue description, as
such items are expected to appear in the official statement, dated date, expected
closing date, and the date and time of formal award and first execution of the issue;
the existence of a continuing disclosure undertaking by the issuer or other obligated
persons, and information indicating whether a retail order period was conducted,
each date and each time (beginning and end) a retail order period was conducted.
For an issue that is ineligible for CUSIP number assignment, the state of the
issuer and dated date also must be provided. For an issue of municipal fund
securities, the state of the issuer also must be provided. For an issue of
commercial paper, the six-digit CUSIP number assigned to the issue also must
be provided in connection with the initiation of the commercial paper program
Municipal Securities Rulemaking Board 19
EMMA Dataport Manual for Primary Market Submissions
(but not in connection with subsequent roll-overs, unless such information has
changed).
If the closing date has not yet been firmly established on the date of first
execution, the underwriter must provide a reasonable estimate of such closing
date at that time and must update such estimated closing date when such date
is determined. Thus, if the actual closing date differs from the expected closing
date supplied on the date of first execution, the underwriter must provide the
correct closing date by no later than the actual closing date. For an issue of
municipal fund securities, the expected closing date is the date on which the
first deliveries of securities in the issue are expected to be made.
• Security-specific information consisting of the nine-digit CUSIP number, the principal
amount at maturity of each security, and the initial offering price and the initial
offering yield for each security in the issue (including initial offering price and initial
offering yield of any securities otherwise considered not-reoffered).
For an issue that is ineligible for CUSIP number assignment, the nine-digit
CUSIP number should be omitted but the maturity date and interest rate must
be provided. For issues of municipal fund securities and commericial paper, no
security-specific information is required.
Document and Information at Time of Submission of Official Statement
The official statement is required under Rule G-32(b)(i)(B)(1) to be submitted to EMMA, along
with related Form G-32 information, within one business day after receipt from the issuer or its
designated agent, but by no later than the closing date. The underwriter is required to submit,
along with or prior to the submission of the official statement, the following items with respect
to each issue:
• The official statement document as a PDF file, as well as information on the date the
official statement was received from the issuer and confirmation of the full issuer
name and issue description, as such items actually appear in the official statement.
o For an issue of commercial paper, the official statement must be
submitted in connection with the initiation of the commercial paper
program but, pursuant to Rule G-32(b)(i)(F), is not required in connection
with subsequent roll-overs, unless the official statement has been
modified.
o For a remarketed issue, the underwriter/remarketing agent is required to
indicate whether the submitted document is the complete disclosure
Municipal Securities Rulemaking Board 20
EMMA Dataport Manual for Primary Market Submissions
document or supplements the original official statement produced in
connection with the initial offering of the remarketed issue. Pursuant to
Rule G-32(b)(i)(F), no official statement is required in connection with a
remarketing if no such document or supplement was created.
o The underwriter is also required to make any corrections to the full issuer
name and issue description provided at the time of first execution to the
extent necessary to reflect the information as it actually appears on the
official statement.
• The underwriting spread or agency fee paid by the issuer to the underwriter for a
negotiated offering, if it is not disclosed within the official statement. Thus, if such
information is provided in the official statement as is currently the custom, the
underwriter would not be required to enter it into Form G-32.
• The timing set forth in the continuing disclosure undertaking for the submission of
annual financial information by the issuer and/or any obligated person.
In the typical offering, the submission of the document to EMMA within one business day of
receipt from the issuer will be preceded by the required initial submission of information on or
prior to the date of first execution of a transaction in the securities. However, in those cases
where the official statement submission deadline precedes the date of first execution (for
example, if the underwriter has received the official statement in advance of the date of first
execution), the underwriter is required to submit, along with or prior to the submission of the
official statement and the items of information identified above, the following additional items
with respect to each issue (which otherwise must be submitted by no later than the date of first
execution, other items normally required to be submitted by no later than the time of first
execution):
• Issue-specific information consisting of the full issuer name and issue description, as
such items appear in the official statement, and the expected closing date of the issue;
the existence of a continuing disclosure undertaking by the issuer or other obligated
persons; information indicating whether a retail order period was conducted, each date
and each time (beginning and end) it was conducted, and
o For an issue of commercial paper, the six-digit CUSIP number assigned to
the issue also must provided unless such CUSIP number has not yet been
assigned, in which case such number must be submitted promptly after
assignment but by no later than the time of first execution.
Municipal Securities Rulemaking Board 21
EMMA Dataport Manual for Primary Market Submissions
• Security-specific information consisting of the nine-digit CUSIP number for each security
in the issue, if then available.
o If CUSIP numbers have not yet been assigned, then such numbers must
be submitted promptly after assignment but by no later than the date of
first execution, unless the issue is ineligible for CUSIP number assignment
or the issue consists of municipal fund securities or commercial paper.
Definition of Retail Order Period
For purposes of determining if there was a retail order period as part of a primary offering, the definition in Rule G-11(a)(vii) should be observed:
The term “retail order period” means an order period during which orders that meet the issuer’s designated eligibility criteria for retail orders and for which the customer is already conditionally committed will be either (i) the only orders solicited or (ii) given priority over other orders.
Summary of Basic Information Requirements
The following table summarizes the items of information to be submitted and the timing of
such submissions through Form G-32, pursuant to Rule G-32, for submissions not requiring
additional information.
Item
Timing
Full issuer name/issue description
Earlier of (i) date of first execution and
(ii) date of official statement submission
9-digit CUSIP number
Earlier of (i) date of first execution and
(ii) later of (a) official statement submission or
(b) assignment of CUSIP number
Dated date
Date of first execution
Expected closing date
Maturity Date
Interest Rate
Principal amount
Initial offering price
Initial offering yield
Municipal Securities Rulemaking Board 22
EMMA Dataport Manual for Primary Market Submissions
Existence of the continuing disclosure
undertaking
Indication whether a retail order
period was conducted
Each date and each time (beginning
and end) a retail order period was
conducted
Official statement document
Date of official statement submission
Date official statement received
Underwriting spread/agency fee
The timing set forth in the continuing
disclosure undertaking for the
submission of annual financial
information by the issuer and/or any
obligated person
Additional Items in Connection with Special Cases
No additional information is required beyond the information described above unless (i) the
official statement is not available for submission by closing, (ii) the offering consists solely of
one or more limited offerings for which the official statement will not be made available by the
underwriter through EMMA, (iii) any issue in the offering advance refunds outstanding
securities, (iv) the underwriter is underwriting only a portion of an issue, (v) the official
statement is amended, or (vi) corrections are necessary to information previously provided.
Additional information that the underwriter is required to submit through Form G-32 and the
timing of the submission of such information for these special cases are as set forth below.
Municipal Securities Rulemaking Board 23
EMMA Dataport Manual for Primary Market Submissions
Submission by closing for special cases
The underwriter must submit additional information by no later than closing as follows:
● If an official statement will be produced but is not yet available, the preliminary official
statement document as a PDF file, if available, or a notice that no preliminary official
statement has been prepared, and a notice that the official statement document will be
submitted when it becomes available, as required under Rule G-32(b)(i)(B)(2)(a);
• If an official statement will not be produced, a notice that no official statement has been
prepared, and the preliminary official statement document as a PDF file, if available, or a
notice that no preliminary official statement has been prepared, and an indication of
which exception under Rule 15c2-12 applies with regard to the official statement;
• If an underwriter elects to withhold an official statement from EMMA for a limited
offering under Exchange Act Rule 15c2-12(d)(1)(i), notice that the offering is a limited
offering and that the official statement will not be made available through EMMA, and
contact information for requests for copies of the official statement. An underwriter is
permitted to voluntary upload an official statement to replace contact information after
electing not to submit an official statement that was exempt due to a limited offering
from Exchange Act Rule 15c2-12.
● If an issue advance refunds outstanding securities, notice to that effect.
Submission of advance refunding document
If an issue advance refunds outstanding securities, the advance refunding document is required
to be submitted to EMMA, along with related Form G-32 information, by no later than five
business days after the closing on the refunding issue. The underwriter must submit, along with
or prior to the submission of the advance refunding document, the following items:
● The advance refunding document as a PDF file, as well as information on the date the
advance refunding document was received from the issuer;
● Information identifying the refunding issues relating to the advance refunding
document; and
● Security-specific information for the refunded securities, consisting of the original nine-
digit CUSIP number for each security refunded and, if any new CUSIP numbers are
assigned in connection with any refunded or unrefunded portions of the security, the
maturity date of such security and any such newly issued CUSIP numbers.
Municipal Securities Rulemaking Board 24
EMMA Dataport Manual for Primary Market Submissions
New CUSIP numbers must be obtained with respect to securities advance refunded in
part pursuant to Rule G-34(a)(i)(D). For a refunded security that does not have a nine-
digit CUSIP number, the issuer name, state of issuer, issue description and maturity date
must be provided.
Submission of amendment to official statement or preliminary official statement
Amendments to the official statement or preliminary official statement occurring during the
primary offering disclosure period are required under Rule G-32(b)(iii) to be submitted by the
underwriter to EMMA within one business day of receipt from the issuer.
Revisions made to the preliminary official statement in order to convert such document into
the final official statement are not considered an amendment to the preliminary official
statement requiring submission to EMMA. Instead, the underwriter must submit the final
official statement itself.
The underwriter is required to submit, along with or prior to the submission of the amendment
to the official statement, the following items:
● The amendment document as a PDF file, as well as information on the date the
amendment was received from the issuer;
A single submission of the PDF file of the amendment meets the document
submission requirement with respect to the original official statement.
● Information on whether the submitted document supplements the original official
statement or preliminary official statement and should be displayed by EMMA along
with the original or the submitted document is the complete disclosure document and
should replace the original official statement or preliminary official statement as the
document to be displayed by EMMA.
In general, an official statement submitted for an issue in which a preliminary
official statement was previously submitted to EMMA will replace the preliminary
official statement as the “active” disclosure document on EMMA, although the
preliminary official statement will continue to be accessible through the archive
for the particular issue. Issues of municipal fund securities remain continuously in
the primary offering disclosure period for so long as securities continue to be sold
in connection with such issue and therefore numerous amendments may occur
over the course of many years. Such amendments may initially supplement the
original official statement until such time as the issuer produces an entirely new
Municipal Securities Rulemaking Board 25
EMMA Dataport Manual for Primary Market Submissions
official statement, which new official statement is treated as an amendment that
replaces the original document and all preceding supplements. Thereafter, this
new official statement may itself be supplemented by one or more amendments
and, after a period of time, the new official statement and supplements may
again be replaced by a new official statement. This sequence generally may
continue for so long as the issuer continues selling securities in such issue.
Disclosures to Customers and Recordkeeping Requirements
Disclosures to Customers
Subsection (a)(i) of Rule G-32 retains the basic official statement dissemination requirements
for dealers selling offered municipal securities to customers as set forth in previous Rule
G-32. However, under subsection (a)(ii), dealers selling offered municipal securities, other than
municipal fund securities, are deemed to have satisfied this basic requirement for delivering
official statements to customers by trade settlement since such official statements are publicly
available for free through the EMMA website. In the case of a dealer that is the underwriter for
the primary offering, such satisfaction is conditioned on the underwriter having submitted the
official statement to EMMA. Dealers selling municipal fund securities remain subject to the
previous official statement delivery requirement.
The term “new issue municipal securities” under previous Rule G-32 is renamed as
“offered municipal securities” under Rule G-32(d)(vi) to emphasize that the rule applies
to municipal securities remarketed in a primary offering, not just to new issues of
municipal securities.
Under subsection (a)(iii) of Rule G-32, a dealer selling offered municipal securities with respect
to which the official statement delivery obligation is deemed satisfied as described above is
required to provide or send to the customer, by trade settlement, either a copy of the official
statement or a written notice advising how to obtain the official statement from the EMMA
website and that a copy of the official statement would be provided upon request. Dealers may
include in such notice additional information about obtaining the official statement from a
qualified portal, as defined in Rule G-32(d)(x). Dealers may, but are not required to, provide
such notice on or with the trade confirmation. Under Rule G-15(a)(i), confirmations are
required to be given or sent to customers at or prior to trade settlement. If the customer
requests a copy of the official statement, the dealer is required to send it within one business
day of the request by first class mail or by such other equally prompt means. Dealers are
required to honor any customer’s explicit standing request for copies of official statements for
all of his or her transactions with the dealer.
Municipal Securities Rulemaking Board 26
EMMA Dataport Manual for Primary Market Submissions
The MSRB views the obligation to provide the first portion of the customer notice regarding the
availability of the official statement as having been presumptively fulfilled if the notice provides
the uniform resource locator (URL) for the specific EMMA website page from which the official
statement may be viewed and downloaded or the 9-digit CUSIP number for the security and the
URL for the EMMA website search page through which a search based on such CUSIP number
may be undertaken.
Currently, the page for such viewing and downloading on EMMA for a particular
security to which a 9-digit CUSIP number has been assigned has a URL of the format
“http://emma.msrb.org/SecurityView/SecurityDetails.aspx?cusip= [ENTER 9-DIGIT CUSIP
NUMBER]”. The MSRB will provide advance notice if the format of such URL is changed
in the future.
Rule G-32(a)(iv) does not substantially change the delivery obligation with respect to sales of
municipal fund securities from those that exist under previous Rule G-32(a). The selling dealer is
required to deliver the official statement (also sometimes termed the program disclosure
document or information statement) to the customer by trade settlement, provided that the
dealer may satisfy this delivery obligation for its repeat customers (i.e., customers participating
in periodic municipal fund security plans or non-periodic municipal fund security programs) by
promptly sending any updated disclosure material to the customer as it becomes available, as
set forth in paragraph (a)(iv)(A). In addition, the dealer continues to be required under revised
paragraph (a)(iv)(B) to disclose any distribution-related fee received as agent for the issuer.
Although the all-electronic standard for access to official statements is not available
for municipal fund securities, underwriters (i.e., primary distributors) of such securities
are required to submit the official statements to EMMA electronically. Dealers wishing
to fulfill their official statement delivery requirements using electronic official
statements should consider guidance previously published by the MSRB concerning the
use of electronic communications where standards for notice, access and evidence to
show delivery are met. See Rule G-32 Interpretation – Notice Regarding Electronic
Delivery and Receipt of Information by Brokers, Dealers and Municipal Securities
Dealers, November 20, 1998, reprinted in MSRB Rule Book (the “1998 Electronic
Delivery Notice”).
Recordkeeping Portions of MSRB Rule G-8 have been modified to reflect the changes to Rule G-32 and
consolidate the requirements of Rule G-32 into subsection (a)(xiii). Subsection (b)(x) of Rule G-9
Municipal Securities Rulemaking Board 27
EMMA Dataport Manual for Primary Market Submissions
relating to preservation of such records has also been modified to conform to the changes to
Rule G-8. In general, underwriters are required to retain electronic copies of documents and
XML data files they submit to EMMA. EMMA will send an email to the submitter after a
completed submission containing information required by Rule G-8. In addition, upon
successful publication of a submission, the submitter will have an opportunity to print a
confirmation of the submission, including a display of the data and names of documents
entered into EMMA’s web-based electronic submission interface.
Underwriters must continue to maintain historical records under previous Rule G-36 pursuant
to Rule G-8(a)(xv), as revised to reflect the rescission of Rule G-36, for so long as required under
Rule G-9(b)(xi).
Municipal Securities Rulemaking Board 28
EMMA Dataport Manual for Primary Market Submissions
PART 2: Instructions for Single Submissions
EMMA Dataport The EMMA Dataport web interface is the portion of the EMMA submission process that is
created for single submissions, via the Internet, of official statements (OS), advance refunding
documents, primary disclosure information and continuing disclosure information. In addition
to the web interface, the EMMA Dataport includes an automated computer-to-computer
interface for multiple submissions which are detailed in the Primary Market Submission
Specifications on MSRB.org.
In connection with primary market submissions, the Dataport supports underwriters and their
designated agents. You can use it to submit offering documents and Form G-32 information for
primary offerings of municipal securities, including but not limited to reofferings that constitute
primary offerings, specifically:
• Standard G-32 submissions, that is, primary offerings identified by nine-digit CUSIP
numbers;
• Commercial paper, identified by six-digit CUSIP numbers;
• Municipal securities offerings that are ineligible for CUSIP number assignment;
• 529 savings plans/ABLE programs; and
• Other municipal fund securities.
In connection with municipal securities underwritings that are advance refundings of
outstanding issues, you can use the web interface to identify the issue that is being refunded. In
connection with advance refundings, as already noted, you can submit the advance refunding
document, as required by Rule G-32. (Advance refunding documents are sometimes referred to
as escrow deposit agreements or refunding agreements.)
Preliminaries: Registration, Login and Submissions To make submissions to EMMA submissions, you must have access to MSRB Gateway, a secure
access point for all MSRB submission services, applications and associated forms.
Underwriters who were active users of MSRB’s previous e-OS system generally will be
automatically provided with a Gateway user ID and password. Other underwriter staff may
obtain the Gateway user ID, password and EMMA submission rights from their firm’s Primary A-
12 electronic mail contact. Third parties that support underwriters, such as financial printers,
can become designated agents of underwriters. A party can be a designated agent of more than
one underwriting firm.
Municipal Securities Rulemaking Board 29
EMMA Dataport Manual for Primary Market Submissions
The Gateway manual for user account management, agent invitation and designation can be
accessed at http://www.msrb.org/Publications/User-Manuals.aspx.
Access EMMA Dataport
Logging in to EMMA Dataport to make a primary market submission can be done from the
EMMA homepage or MSRB.org.
Log in from the EMMA Home Page
From the EMMA homepage at http://emma.msrb.org, click the EMMA Dataport tab.
Municipal Securities Rulemaking Board 30
EMMA Dataport Manual for Primary Market Submissions
Then click the Log in to MSRB Gateway button.
Municipal Securities Rulemaking Board 31
EMMA Dataport Manual for Primary Market Submissions
Log in from the MSRB Home Page From the MSRB homepage at www.msrb.org, click LOGIN.
Log in to MSRB Gateway From the MSRB Gateway landing page, enter your User ID and Password, and click Login.
From the MSRB Gateway Main Menu, click EMMA Dataport. The EMMA Dataport Submission
Screen appears.
Municipal Securities Rulemaking Board 32
EMMA Dataport Manual for Primary Market Submissions
If your organization has the rights to act on the behalf of another organization, you will see a
screen that will allow you to select the organization from the drop-down menu for which you
are making a submission.
Municipal Securities Rulemaking Board 33
EMMA Dataport Manual for Primary Market Submissions
Upon selecting the organization, if applicable, the EMMA Dataport Submission Portal displays buttons, which represent the submission types you can make to EMMA. Click the Primary Market button.
From the primary market section, options are available to create or update submissions
regarding:
• Underwritings and remarketings: typical EMMA submissions for securities with 9-digit
CUSIP numbers;
• Commercial paper: submissions for securities with 6-digit CUSIP numbers;
• Securities ineligible for CUSIP number assignment;
• 529 savings plans/ABLE programs;
• Other municipal fund securities; and
• Advance refunding documents.
Overview of Typical Underwriting Submission
You may provide required information to EMMA in separate sessions as information and
documents become available, subject to the Rule G-32 deadlines. It is desirable to disclose the
CUSIP numbers and other basic data about the issue early in the underwriting process. You
should not wait until the official statement is received from the issuer to disclose this data.
Generally, the deadline for submission of the data is the date of first execution of a transaction
in the securities. (However, an underwriter that receives a complete official statement from the
issuer before the date of first execution must submit issue-specific and security-specific
Municipal Securities Rulemaking Board 34
EMMA Dataport Manual for Primary Market Submissions
information required on Form G-32 along with or prior to the submission of the official
statement.)
Click the Create button next to Underwriting/Remarketing Submission.
On the CUSIP-9 Submission screen, enter the CUSIP-9 of any security in the offering you are
submitting and then select the New Issue option. Click a button to indicate whether you are
submitting information about a new issue (not remarketing), a remarketing with no change to
CUSIP numbers (that is, the CUSIP numbers are the same before and after the remarketing), or
a remarketing with change in CUSIP numbers (that is, new CUSIP numbers are assigned in
connection with the remarketing). Click the Submit button to proceed.
Municipal Securities Rulemaking Board 35
EMMA Dataport Manual for Primary Market Submissions
Submission Screen Details
CUSIP-9 Submission Screen
Based on the single CUSIP number you entered, EMMA pre-populates the issue screen with
information disseminated from the Depository Trust and Clearing Corporation’s (DTCC) New
Issue Information Dissemination Service (NIIDS) and obtained from other external sources. The
Issue screen enables you to verify the information required by Rule G-32, thereby meeting the
underwriter’s duty to ensure that each security in a primary offering is correctly associated with
the submission.
NIIDS is an automated, electronic system that receives comprehensive new issue information
on a market-wide basis for the purposes of establishing depository eligibility and immediately
re-disseminating such information to information vendors supplying formatted municipal
securities information for use in automated trade processing systems. It is operated by
Depository Trust and Clearing Corporation (DTCC), a securities clearing agency registered with
the Securities and Exchange Commission providing depository services for municipal securities.
Issue Tab
In the Issue Information section, enter or verify that following information is correct:
• Full issuer name.
• Full issue description.
The plain English issuer name and issue description must be provided as they appear
(or are expected to appear) on the official statement. Do not rekey the abbreviated
“Security Description” which is shown below the data entry area.
Municipal Securities Rulemaking Board 36
EMMA Dataport Manual for Primary Market Submissions
• Dated date.
• Expected closing date of the offering.
• Formal award date and time,
• First execution date and time, and
• Retail Order Period(s).
Check the box labeled “Check here if these securities advance refund all or a portion of
another issue” if the offering is part of an advanced refunding.
Municipal Securities Rulemaking Board 37
EMMA Dataport Manual for Primary Market Submissions
To update the screen with the most recent NIIDS data, click the Refresh NIIDS Data link.
If NIIDS data is not available, a pop-up confirmation screen indicates that no NIIDS data was
found. Click OK to proceed.
MSRB Rule G-32 requires primary market submitters to indicate if there was a retail order
period (as defined in Rule G-11(a)(vii)). Submitters must provide information indicating whether
a retail order period was conducted along with each date and time (beginning and end) it was
conducted for a primary offering.
For the Is there a retail order period(s)? option, select Yes if a retail order period was
conducted. Date and Time fields will appear as shown below. Enter the beginning and end
dates and times. For additional retail order periods, click the Add more retail order periods link
to repeat these steps.
Municipal Securities Rulemaking Board 38
EMMA Dataport Manual for Primary Market Submissions
If there are no retail order periods for this primary offering, select the No option.
If the primary offering advance refunds all or a portion of another issue, check the box labeled
Check here if these securities advance refund all or a portion of another issue. No further action
is required at this point regarding the advance refunding, although if you have the advance
refunding document you may submit it after you submit and publish information about the
primary (new) offering.
In the Continuing Disclosure Information section, identify whether the issuer or other
obligated persons have agreed to undertake to provide continuing disclosure information as
contemplated by Exchange Act Rule 15c2-12.
Select Yes if the issuer or other obligated person has agreed to undertake to provide continuing
disclosure information.
If the continuing disclosure undertaking for either an issuer or an obligated person requires that
it provide annual financial information, enter information relating to the timing set forth in the
continuing disclosure undertaking for the submission of annual financial information each year
for the issuer and/or obligated person.
For an issuer, enter such information either as a specific date or as the number of days or
months after a specified end date of the issuer’s fiscal year.
Municipal Securities Rulemaking Board 39
EMMA Dataport Manual for Primary Market Submissions
For an obligated person, enter the name of such obligated person as well as a specific date or
the number of days or months after a specified end date of the obligated person’s fiscal year.
To enter information about more than one obligated person, select “add obligated person” and
enter the name of such additional obligated person as well as a specific date or the number of
days or months after a specified end date of the obligated person’s fiscal year.
In the Security Information section, verify that the following security-specific information is
correct:
• CUSIP
• Maturity date
• Interest rate
• Maturity principal amount
• Initial offering price, and
• Initial offering yield
Municipal Securities Rulemaking Board 40
EMMA Dataport Manual for Primary Market Submissions
For capital appreciation bonds and zero coupon securities that are issued at a
discounted price that accretes over the life of the security, report the par amount at
the time of issuance, and not the par value at maturity, when submitting the
“Maturity Principal Amount” on Form G-32. Your underwriting assessment under
MSRB Rule A-13 is calculated based on the maturity principal amount entered on
this screen.
EMMA pre-populates the Issue screen with information disseminated from the New Issue
Information Dissemination Service (NIIDS), operated by the Depository Trust and Clearing
Corporation (DTCC) and CUSIP Service Bureau. MSRB Rule G-32 requires that changes to any of
the pre-populated information must be made, to the extent feasible, in the manner originally
submitted. The underwriter is also obligated to ensure that each security in a primary offering is
correctly associated with the submission the underwriter is making. Thus, the underwriter is
required to review the collection of security-specific information pre-populated by EMMA
during the submission process to ensure that all such securities have been properly associated
with the submission, and the underwriter is obligated to add additional information (including
but not limited to any relevant CUSIP numbers) not pre-populated by EMMA to the extent
necessary to fully describe the securities associated with the submission and to indicate that
Municipal Securities Rulemaking Board 41
EMMA Dataport Manual for Primary Market Submissions
information for a security that has been pre-populated by EMMA should be removed because
such security is not in fact associated with the submission. Instructions below describe how to
remove or add CUSIP numbers with respect to an underwritten issue.
Securities Not Underwritten by Your Firm
By default, the Issue screen displays each security as “Underwritten,” which indicates that the
security is underwritten by your firm.
• Select “Not Underwritten” if your firm is not responsible for underwriting the CUSIP
number.
• If your firm partially underwrote the CUSIP number, select “Partially Underwritten” and
a box will appear to the right of Security Status in which you must enter the par amount
you firm is responsible for underwriting.
• Select “Not on issue” if the security is not part of the issue described but the CUSIP
number was issued by the CUSIP service Bureau.
• Select “Not Used” if the CUSIP number for a maturity ultimately was not issued.
Choose the appropriate status. It is important, as noted, that you ensure no security is
incorrectly shown as part of the issue being underwritten.
If any maturities in the offering are not shown on the Issue screen, click the Add Security to
Issue link and enter the CUSIP-9 for the security you wish to add.
Municipal Securities Rulemaking Board 42
EMMA Dataport Manual for Primary Market Submissions
Click the Find link and EMMA will populate the other fields for this newly added maturity with
NIIDS data.
If the message, CUSIP has not yet been reported to EMMA – do you want to continue anyway?
appears, this indicates that EMMA has not received information from external data sources to
pre-populate fields on the Issue screen. You may end your session and resume the session using
pre-populated data when the CUSIPs and the security attributes are reported to EMMA, provided
that you enter required information no later than the date of first executions in the issue.
Alternatively, you may continue this session and manually enter Form G-32 information about
the maturities in the data entry fields.
Municipal Securities Rulemaking Board 43
EMMA Dataport Manual for Primary Market Submissions
Add Issue Tab
To add a new issue or series, click the Add Issue tab.
You are directed to the CUSIP-9 Submission screen. On this screen, enter the CUSIP-9 for the
new issue or series in the offering, select the New Issue option, and click the Submit button.
You are then directed to the Issue 2 tab.
Municipal Securities Rulemaking Board 44
EMMA Dataport Manual for Primary Market Submissions
You are then directed to the Issue 2 tab. Complete or verify the information on the Issue 2
screen.
Enter applicable underwriting spread information for a negotiated offering on the Offering tab.
If the official statement has not yet been received from the issuer and all relevant Form G-32
information then available has been provided, publish the information. The Publish process is
described below.
Municipal Securities Rulemaking Board 45
EMMA Dataport Manual for Primary Market Submissions
Preview and Publish Screens
To review your submission before publishing, click the Preview button. Clicking the Save button will save the data you have entered without publishing it to the public EMMA website. Clicking the Exit button leaves the EMMA Primary Market Submission environment without saving any work. You will also lose all work if your computer is inactive and is “timed out.” If you have to leave your computer after entering data but before being able to publish, it is recommended that you “Save” the data in case you are timed out before you resume.
Review the information on the Preview screen for accuracy and completeness, if revisions are needed, click the Edit button.
Municipal Securities Rulemaking Board 46
EMMA Dataport Manual for Primary Market Submissions
In the course of making a submission, the Submission Status field at the top of each Dataport screen displays either Not Published or Published. This indicates whether any information has been published; it does not indicate that the latest input has been published. You must publish each submission of Form G-32 data and each uploaded document to disclose information and to meet your obligations under Rule G-32.
Once the review is satisfactory, click the Publish button.
A confirmation screen appears. Once you are ready to publish, click the Yes: Publish button to
disclose and publish your submission.
Municipal Securities Rulemaking Board 47
EMMA Dataport Manual for Primary Market Submissions
After publishing, a confirmation screen containing the following information appears:
• A submission ID (EA1444728 in the example below), which is a unique identifier and
useful for any future updates to the submission. Either the CUSIP number or the
Submission ID can be used in later sessions.
• A link to print your submission confirmation. This screen provides you with a listing of
information submitted to EMMA, along with the date and time of submission for
recordkeeping purposes.
• A link to start a new submission or to modify your existing submission, and
• A link to send your submission confirmation to a secondary email address.
Upon publication, EMMA sends an electronic receipt to the submitter. The receipt contains a
complete listing of the submission and a link to view the submission on the EMMA website.
Update Form G-32 Information
As more information about an offering becomes available (including receipt of the official
statement) or if previously entered information changes, you may modify a submission that has
already been published.
Within one day of receipt of the official statement from the issuer, but by no later than the
closing date, submit the official statement by updating the earlier submission. By updating, you
are adding the official statement file to the previously submitted data.
To submit additional information or the official statement document after having made an
initial submission of information on the offering, log in to EMMA Dataport from the EMMA
homepage.
Municipal Securities Rulemaking Board 48
EMMA Dataport Manual for Primary Market Submissions
Click the Update button next to Underwriting/Remarketing Submission on the Primary Market
screen. In the text box, enter the Submission ID from the original submission or a CUSIP-9 in the
offering and click the arrow. Alternatively, you may choose the submission name from the list
of your pending submissions.
Verify or modify the previously published Form G-32 information on the Issue screen.
Municipal Securities Rulemaking Board 49
EMMA Dataport Manual for Primary Market Submissions
Document Tab
There are two types of disclosure documents you may add to a primary market submission:
• Official Statement (OS)
• Preliminary Official Statement (POS)
Note that if you are not providing any of the official statement mentioned above, you
must indicate that no OS or POS are uploaded.
To upload an official statement document, click on the Document tab and select the Upload Official Statement (OS) pursuant to Rule G-32 radio button.
Municipal Securities Rulemaking Board 50
EMMA Dataport Manual for Primary Market Submissions
Enter an optional brief description of the document in the Document Description text box and
the date in the Date Received from Issuer field. Then, click the Browse button to locate the
official statement document on your computer.
Only portable document format (PDF) files may be uploaded. All documents submitted must
be word-searchable PDF files.
The official statement must be submitted to EMMA within one business day of receipt from the
issuer, but in any event no later than closing.
The MSRB strongly encourages submitters to merge document files into a single PDF file for
submission. If the official statement must consist of more than one file, the underwriter should
not consider the official statement to have been received from the issuer until the final file is
received. This is important to avoid making potentially incomplete disclosures of material facts
to the public, such as would result from submitting and publishing an incomplete official
statement.
Municipal Securities Rulemaking Board 51
EMMA Dataport Manual for Primary Market Submissions
If you are uploading an official statement as more than one file, click on the +Upload Multiple
Files link.
EMMA confirms a successful upload by displaying the document name on the Document screen
and adding the posting date.
An uploaded document is not disclosed to the public, as required by Rule G-32, until it is “Published.” Therefore, it is important to publish the uploaded document. In addition to displaying the document name, EMMA displays a check mark on the Check List to show that you have entered data through the Document screen. The Check List is shown on the Document, Issue and Offering screens to help you keep track of progress through the submission process.
Options are available to enable you to view or edit information about an uploaded document,
to add a document, to add a file to a multi-file document, or to replace or delete a document or
file. Click on the document type (in the example below, “Official Statement”) or the file name to
make “Options” appear.
Municipal Securities Rulemaking Board 52
EMMA Dataport Manual for Primary Market Submissions
If desired to confirm the correct document was uploaded, click the View link next to the file
posting date to view the uploaded document.
The Edit Information option refer to editing the file description and the date received from the
issuer and the Add File option is an alternative to the Upload Multiple Files option.
If the document has already been published, Archive Document appears in place of Delete
Document. If you replace a document with another one, or delete/archive a document, EMMA
keeps it in the EMMA archive.
Documents moved to the archive are visible to the public but are not intended for use as
active disclosure documents.
Some submissions include multiple documents. For example, a remarketing may involve
submitting both a remarketing supplement and the official statement of the issue being
remarketed. Another example is the submission of an official statement, followed by an
amendment document. To upload an additional document, click the Add Document option
shown above.
EMMA displays disclosure documents in a hierarchy. This means that a document may be a
“parent” or a “child.” For example, a disclosure document might have both a main file and an
amendment file as its child. A new parent document would be added when, for example, a new
529 Savings Plan/ABLE Program disclosure document is submitted as a supplement or
Municipal Securities Rulemaking Board 53
EMMA Dataport Manual for Primary Market Submissions
amendment to a previous disclosure. EMMA displays the most recently submitted document at
the top of the tree. Clicking on the document type causes up and down arrows to appear,
enabling you to move the document higher or lower in the display. The EMMA website displays
documents in the same order as on this screen.
Preliminary Official Statement (POS)
If a preliminary official statement is available and an official statement is being produced but is
not yet available by closing, or if no official statement is produced, submit the preliminary
official statement from the Document screen.
Check the Upload Preliminary Official Statement radio button and upload the preliminary
official statement using the procedure for official statement upload, as described above.
Special Cases – Official Statement Amended, Not Available, or Not Produced
As described in Rule G-32, requirements for certain special cases, specifically, offerings where:
an official statement is produced but is not available by closing; no official statement is
Municipal Securities Rulemaking Board 54
EMMA Dataport Manual for Primary Market Submissions
produced; an official statement is withheld from EMMA for a limited offering; or an official
statement or preliminary official statement is amended.
If no preliminary official statement is available and no official statement is being submitted,
either because the official statement is not being prepared or because the underwriter elects to
withhold the official statement from EMMA for a limited offering under Exchange Act Rule
15c2-12(d)(1)(i), click on the Not uploading OS or POS option and select the appropriate OS
availability status from the drop-down menu.
If the chosen OS availability status is OS Available only from Underwriter – 15c2-12 Exempt
Limited Offering, a box will open with fields to enter contact information about whom a
customer may contact to obtain an official statement. Complete these fields. The contact
information will be displayed on the EMMA website.
If an underwriter chooses, an official statement can be uploaded to replace contact information
after selecting, OS Available only from Underwriter – 15c2-12 Exempt Limited Offering, the
official statement will replace the contact information provided and will be displayed on the
Municipal Securities Rulemaking Board 55
EMMA Dataport Manual for Primary Market Submissions
EMMA website. Click on “Upload Voluntary Official Statement (OS) - Submission of OS to
Remove Contact Information for Limited Offering (See RuleG-32(b)(i)(E) (2)(b)).” Enter the
Document Description and the Date Received from Issuer and Upload the file.
If an official statement or preliminary official statement is amended within the primary offering
disclosure period, upload the amendment within one business day of receipt from the issuer.
On the Document screen, select Upload Official Statement or Upload Preliminary Official
Statement, as appropriate to the document you are amending. In Document Description, you
may enter an optional description, such as Amendment to OS. To add a file, use the Add File
option.
In general, an official statement submitted for an issue in which a preliminary official statement
was previously submitted to EMMA will replace the preliminary official statement. Revisions
made to the preliminary official statement in order to convert it into the final official statement
are not considered an amendment to the preliminary official statement. Instead of submitting
an amendment, submit the final official statement itself. Use the Replace option to replace the
preliminary official statement with the final official statement.
Offering Screen
The Offering screen enables you to input required Form G-32 information in offerings for which:
• The underwriting spread or placement fee for a negotiated offering is not disclosed in
the official statement;
• A different underwriter than the submitter underwrites an entire issue that is part of
the offering about which you are submitting information; or
Municipal Securities Rulemaking Board 56
EMMA Dataport Manual for Primary Market Submissions
• An offering is cancelled.
Access the offering screen by clicking the Offering tab.
If the underwriting spread or placement fee for a negotiated offering is not disclosed in the
official statement, enter the amount of spread or fee. Otherwise, use the drop-down menu to
select the applicable reason for not entering the spread or fee into EMMA.
EMMA interprets the entered spread amount as either basis points (1 basis point = 0.01%) or
whole dollars, as follows:
Amount Entered Interpreted As Example
Value Entered Value Displayed
Less than or equal to 100 Basis points (Divide by
100 and display %)
25 0.25%
Municipal Securities Rulemaking Board 57
EMMA Dataport Manual for Primary Market Submissions
Greater than 100
Dollars 10000 $10,000.00
The percent sign or dollar sign appears only after you leave the offering screen and
return to it.
Non-underwritten Related Issue
If your firm is underwriting part of an offering but is not underwriting any portion of one or
more issues in the offering, you must provide to EMMA the CUSIP number for the latest
maturity of each non-underwritten issue. To indicate this, click on “[+] Non-Underwritten
Related Issues,” enter the CUSIP number of the latest maturity of the non-underwritten issue,
and click the arrow to move the CUSIP number into the list of CUSIP references. Repeat this if
there is more than one non-underwritten issue in the offering.
Cancellation of Offering/Issue
If an offering is cancelled after offering-related information or a document has been submitted,
you must report this to EMMA promptly. A report of cancellation is considered to be made
promptly if made within five business days of the cancellation of your firm’s trades with
customers and other dealers. If only a portion of an offering is cancelled, correct the submitted
information by no later than the closing date. For example, if only one of several series of bonds
in an offering is cancelled, the cancelled series may be deleted from a submission by clicking on
Remove next to the issue description in the Offering tab.
Click the Cancel Offering button to submit a notice of cancellation if the entire offering is
cancelled (that is, all issues are cancelled). Note that the prompt to cancel an offering appears
only after submitted information is published.
Municipal Securities Rulemaking Board 58
EMMA Dataport Manual for Primary Market Submissions
Special Cases – Advance Refundings and Non-Typical Underwritings
Advance Refunding Document Submission
If a primary offering advance refunds outstanding municipal securities and an advance
refunding document is prepared, the underwriter is required to submit to EMMA, no later than
five business days after closing of the primary offering, the advance refunding document and
related Form G-32 information. (Advance refunding documents are sometimes referred to as
escrow deposit agreements or refunding agreements.)
This section uses sample offerings to illustrate submission of an advance refunding document.
In this example, there are two offerings, with one issue in each. The relationship between
refunding and refunded issues is shown in the table.
Securities for Advance Refunding Example
ISSUE TYPE
Refunded (Outstanding)
Issue
Refunding (New)
Issue
RELATIONSHIP
Outstanding issue, now
backed by proceeds of new
issue
New issue that refunds the
outstanding issue
DATED DATE
1992 2007
Begin this process by making a submission for the refunding (new) issue – the 2013 issue in this
example. When completing the Issue screen, check the box labeled Check here if these
securities advance refund all or a portion of another issue.
Municipal Securities Rulemaking Board 59
EMMA Dataport Manual for Primary Market Submissions
When you leave this screen and return to it, EMMA renames the tab Refunding
Other than checking the box, proceed with the submission process for the new (refunding)
issue just as for a new issue that is not a refunding. During the process of publishing the Form
G-32 information for the new issue, the Preview screen confirms that the offering has been
identified as an advance refunding.
Municipal Securities Rulemaking Board 60
EMMA Dataport Manual for Primary Market Submissions
After publishing the refunding (new) offering, EMMA prompts you to initiate the Advance
Refunding submission. The advance refunding document, if prepared, must be submitted
within five business days of the closing of the new (refunding) issue. Immediately after the new
issue is submitted, you may proceed to submit the advance refunding document, or you may
return in a later session.
Assuming the advance refunding document (ARD) is available sometime after the first
submission session, after you log in, on the Primary Market Submissions screen select Advance
Refunding Document Submission Begin by uploading the advance refunding document (not by
entering CUSIP numbers, as for other types of submission). The optional Document Description
field is available for you to enter a description. If you will be submitting more than one ARD for
a refunding issue, it is recommended that you enter a short description of the ARDs to
distinguish them in the next step.
After you upload the advance refunding document, the Offering screen appears and prompts
you to enter a CUSIP number for the refunded issue (the outstanding issue) and a CUSIP
number for the refunding issue (the new issue that refunds the outstanding issue). Click the
Municipal Securities Rulemaking Board 61
EMMA Dataport Manual for Primary Market Submissions
blue arrow. The Offering screen then displays corresponding issue descriptions. You may enter
additional CUSIP numbers to add more issues on either side. Use Remove to remove any issue
added in error.
If there is no CUSIP for the refunded issue either because the refunded issue was not eligible for
CUSIP number assignment or because the CUSIP number cannot be found on EMMA, check the
box to affirm No CUSIPs were assigned to the refunded issue. You will then be prompted to
enter the CUSIP for the Refunding Issue.
If there is only one issue on either the refunded or the refunding side, you do not have to enter
all its CUSIP numbers. Enter another CUSIP number only if you need to add an issue.
Click on the Refunded Issue screen, which appears showing the original CUSIP numbers of the
refunded issue. It also indicates that an advance refunding document has been uploaded (“ARD
1”).
Municipal Securities Rulemaking Board 62
EMMA Dataport Manual for Primary Market Submissions
Associating the ARD with securities
The next step is to indicate the securities that are associated with the advance refunding
document. When the Refunded Issue screen appears, all the securities in the refunded issue are
checked, as shown above. This would indicate that all the securities in the refunded issue are
associated with (that is, are advance refunded by) the advance refunding document. If this is
correct, leave the screen unchanged. If any security is not associated with the advance
refunding document, uncheck its box. For example, matured securities would not be advance
refunded.
If there are two advance refunding documents, upload the second one on the Document
screen. Then, in the Refunded Issue screen, another “ARD” column appears next to the
securities. Check the boxes to associate the different documents with their refunded securities.
Different advance refunding documents may advance refund the same or different refunded
securities. If there are two advance refunding documents, the first one you upload is labeled
“ARD 1” and the second is labeled “ARD 2.” The Refunded Issue screen displays the optional
description you enter on the Document screen. If in doubt as to which is ARD 1 and which is
ARD 2, refer to the Document screen.
Assignment of new CUSIP numbers in advance refundings. On the Refunded Issue screen,
there are two fields labeled “New CUSIP (Refunded Portion)” and “New CUSIP (Unrefunded
Portion).” These are present in case new CUSIP numbers are assigned to outstanding maturities
pursuant to MSRB Rule G-34.
• When no new CUSIPs are assigned to outstanding maturities: In some refundings, no
new CUSIP numbers are assigned to an outstanding maturity – the original CUSIP
Municipal Securities Rulemaking Board 63
EMMA Dataport Manual for Primary Market Submissions
numbers continue to identify the outstanding maturities. In this case, do not enter
anything in either of the “New CUSIP” fields.
• When part of an outstanding maturity is refunded and part is not: In some refundings,
an outstanding maturity receives two new CUSIP numbers. One CUSIP number identifies
the part of the outstanding maturity that is refunded by the new issue and the other
CUSIP number identifies the part of the outstanding maturity that is not refunded. In
this case, enter the two new CUSIP numbers in the “New CUSIP” fields.
As an example, assume that three-fourths of the amount outstanding for CUSIP
999999AA3 – say $750,000 out of $1 million outstanding – is refunded by $750,000 from
proceeds of the new issue and that the CUSIP of the refunded security is changed to
130909RE6. Assume that $250,000 of the outstanding issue is not refunded but that
new CUSIP number 130909RH4 replaces the original CUSIP of the unrefunded portion of
the outstanding securities. In this case, enter 999999AJ4 in “New CUSIP (Refunded
Portion)” and 999999AF1 in “New CUSIP (Unrefunded Portion).” These CUSIPs are
underlined in red and blue in the following screen image.
• When all of an outstanding maturity is refunded: All of an outstanding maturity is
sometimes refunded by the new offering. Rarely, the outstanding maturity is assigned a
new CUSIP number. If a new CUSIP number is assigned, enter the new CUSIP number in
“New CUSIP (Refunded Portion).” Leave the other “new CUSIP” field blank for that
maturity.
For example, assume that the total amount outstanding for CUSIP 999999AJ4, say $1
million, is entirely refunded by $1 million of the proceeds of the new issue and
999999AJ4 is replaced by 999999AF1. In this case, enter 999999AF1 in “New CUSIP
(Refunded Portion)” and leave the other field blank. But if no new CUSIP number is
assigned to the refunded portion, leave “New CUSIP (Refunded Portion)” blank.
The EMMA website displays an advance refunding tab, and makes the advance refunding
document available, on the securities detail screen for the refunded offering.
Municipal Securities Rulemaking Board 64
EMMA Dataport Manual for Primary Market Submissions
EMMA Website Display of Refunded Issue
In connection with the refunding offering, an advance refunding tab is not shown on the EMMA
website. If you wish to view the advance refunding document as associated with the refunding
issue while using the EMMA website, display the securities detail screen for the refunding issue
and click on “View Document Archive” to view the archive copy of the advance refunding
document. The following screen appears.
Municipal Securities Rulemaking Board 65
EMMA Dataport Manual for Primary Market Submissions
Remarketing Submission
The underwriter of a primary offering that is remarketing outstanding municipal securities
(typically referred to as the “remarketing agent”) must submit to EMMA an indication that the
offering is a remarketing. If new CUSIP numbers have been assigned to the remarketed
securities, the underwriter must submit the newly assigned CUSIP numbers. A submission in
connection with a remarketing is not required if there is no new disclosure document and no
change is made to the disclosure document in connection with the remarketing.
Remarketing Submission with Change in CUSIPs
Begin this process by indicating on the CUSIP-9 Submission screen whether the remarketing is a
remarketing with a change in CUSIP numbers or with no change in CUSIP numbers. In the
example below, the new offering has CUSIP number 999999AA3, which represents a change
from the original CUSIP number, 999999BB0.
To begin a submission, enter a new CUSIP number (that is, do NOT enter the original CUSIP
number), click Submit, and select the Remarketing (change in CUSIPs) option. The Remarketing
tab appears (This is the same as the Issue screen but EMMA renames the tab as Remarketing
when you indicate the offering is a remarketing.) If there is a change in CUSIP numbers, now
enter the original CUSIP number of the remarketed issue. Click on the blue arrow to move the
CUSIP number from the data entry box into the list box beneath it. You do not need to enter all
the CUSIPs in an issue – one is enough. If the remarketing transaction consists of more than one
remarketed issue, click on the Add Issue tab and enter the appropriate CUSIP number for the
second remarketed issue.
Municipal Securities Rulemaking Board 66
EMMA Dataport Manual for Primary Market Submissions
Proceed with the submission process as for any other primary offering. When you publish the
submitted information, the Preview screen confirms that the remarketing information has been
submitted.
Municipal Securities Rulemaking Board 67
EMMA Dataport Manual for Primary Market Submissions
Voluntary Submission of a Remarketing Change in CUSIP
The underwriter for a primary offering of a remarketing can have certain exemptions from
submitting an official statement to EMMA. (See Rule G-32(b)(i)(F)(2) ). An underwriter is
permitted to voluntary upload or can make modification to an official statement for a
remarketing with a change in CUSIP. Follow the process for making a submission for a
“Remarketing Change in CUSIP” as shown above. After submitting the remarketing indexing
data go to the “Document Tab”. Click on Upload Voluntary Official Statement (OS) –
Resubmission of Previously Submitted OS for Remarketing (See Rule G-32(b)(i)(F)(2)). Enter
the Document Description and the Date Received form Issuer and Upload the file.
Remarketing Submission with No Change in CUSIPs
The process for making a submission for a remarketing in which the CUSIPs do not change is
similar to the procedure stated above. After indicating on the CUSIP-9 submission screen that
the remarketing is a remarketing with no change in CUSIP-9 numbers, the original dated date is
required to complete submission. Original dated date is defined as the original dated date of an
issue if a new dated date is assigned for the remarketed issue in which the CUSIP number has
not changed.
Proceed with the submission process of remarketing as you would for any other primary market
document submission.
Municipal Securities Rulemaking Board 68
EMMA Dataport Manual for Primary Market Submissions
Remarketing Submission Change
It is important to select the correct type of issue on the CUSIP-9 submission screen. Under
MSRB Rule A-13, underwriting assessments are only imposed primary offerings, and not on
remarketings. If you accidently enter a remarketing as a new issue or your new issue as a
remarketing, you must change your issue submission type.
To change submission type on the Offering tab, identify the issue you want to change. Click
Change Issue Type to change the submission type. The example below demonstrates a change
of issue type from a new issue to a remarketing. You are prompted to choose Remarketing
(Change in CUSIPs) or Remarketing (No Change in CUSIPs).
Once you choose the remarketing type you will be required to return to the Remarketing
indexing tab to confirm or edit the information previously provided.
Municipal Securities Rulemaking Board 69
EMMA Dataport Manual for Primary Market Submissions
Commercial Paper Offering
Rule G-32 requires submission of official statements and Form G-32 information for the
initiation of commercial paper programs. Submission is not required in connection with
subsequent roll-overs unless such information has changed.
Begin a commercial paper submission by selecting Commercial Paper from the Primary Market
Submissions screen. The Issue screen for commercial paper is similar to the screen for securities
identified by nine-digit CUSIP numbers, but commercial paper is identified by an issuer’s six-
digit CUSIP number. No security-specific information is required for commercial paper offerings.
If your firm has been allocated a block of nine-digit CUSIP numbers which you can assign at your
discretion, enter only the six-digit CUSIP number.
Municipal Securities Rulemaking Board 70
EMMA Dataport Manual for Primary Market Submissions
By no later than closing, enter on the Issue screen the issuer’s six-digit CUSIP number and select
the state. Also enter the Issuer Name and Issue Description as shown on the official statement,
and the Issue Dated Date and Expected Closing Date. Complete the Offering screen as
appropriate. EMMA pre-selects the option, Entire offering matures 9 months or less on the
Offering screen for commercial paper. Within one business day of receipt of the official
statement, upload the official statement as a PDF file.
Voluntary Submission of a Commercial Paper Offering
The underwriter for a primary offering of commercial paper can have certain exemptions from
submitting an official statement to EMMA. (See Rule G-32(b)(i)(F)(2)). An underwriter is
permitted to voluntary upload or can make modification to an official statement for commercial
paper offering. Follow the process for making a submission for a Commercial Paper Offering as
shown above. After submitting the indexing data go to the Document tab. Click on Upload
Voluntary Official Statement (OS) – Resubmission of Previously Submitted OS for Commercial
Paper Offering (See Rule G-32(b)(i)(F)(2)). Enter the Document Description and the Date
Received form Issuer and Upload the file.
Municipal Securities Rulemaking Board 71
EMMA Dataport Manual for Primary Market Submissions
Security Ineligible for CUSIP Number Assignment
Begin submission of required information for a security ineligible for CUSIP number assignment
from the Primary Market Submissions screen. Determine whether the issuer information is
already in EMMA by searching for the state and issuer name.
If the search does not find the issuer name, click on the prompt to go to a blank Issue screen, on
which you will provide the issuer name.
Select the issuer if it is shown on the Search Results screen. If you find your issuer, click on the
issuer name to make the Issue screen appear. On the Issue screen, provide the Issuer Name and
Municipal Securities Rulemaking Board 72
EMMA Dataport Manual for Primary Market Submissions
Issue Description as shown on the official statement. Also enter the issue dated date, expected
closing date and state. Under “Security Information,” enter all of the required information
fields. Note that if this is the first time a security is issued with respect to this offering, the
security dated date will be the same as the issue dated date. Thereafter, if additional securities
are issued with respect to this offering, you can navigate to this offering from the Primary
Market Submissions screen by using the Submission ID. By selecting Add Security you can then
add the appropriate security information for the subsequent issuance of securities for this
offering, including the dated date for the new security, which may differ from the issue dated
date. Enter the par amount of the new security as the Maturity Principal Amount.
The Issue Dated Date should not be changed – it will remain the dated date of the initial issue.
Enter the closing date, or expected closing date, of the particular security being submitted.
As for a CUSIP-9 submission, if the closing date is not yet determined by the date of the first
transaction, enter a reasonable estimate of the closing date. You must update the name,
description and closing date by no later than the date of closing.
Add Security to Offering That Is Ineligible for CUSIP Numbers
Upload the official statement for the new security. If you have previously submitted the full
official statement at the time of initial issuance and you are now submitting information for a
subsequently issued security ineligible for a CUSIP number, your document may consist of only
a cover sheet or supplement to the original document. You can use the document navigation
tools to order the various files in the appropriate manner for presentation to investors on the
EMMA web portal.
529 Savings Plan/ABLE Program
Information and instructions on Primary Market submissions for 529 Savings Plans/ABLE
Programs are available in the 529 Savings Plans/ABLE Programs Submission Manual on
MSRB.org.
Municipal Securities Rulemaking Board 73
EMMA Dataport Manual for Primary Market Submissions
Other Municipal Fund Security
Submissions of municipal fund securities other than 529 Savings Plans/ABLE Programs (such as
local government investment pools) are similar to 529/ABLE submissions. Begin submission of
required information from the Primary Market Submissions screen. Search for the state of the
issuer of the municipal fund security.
Modify an existing plan or add a new plan.
After you upload a plan disclosure document or supplement, it is displayed like a 529/ABLE
disclosure document.
Municipal Securities Rulemaking Board 74
EMMA Dataport Manual for Primary Market Submissions
Saving: A limited “Save” feature is available. This is intended to help users who have entered
Form G-32 data but who cannot complete the process by publishing before they are timed out
of EMMA. “Save” enables the user to save the data until resuming work on the saved
submission.
The Save button appears only if nothing from the submission has already been published.
When saving data, be aware of the following limitations:
• You may save only one primary market submission at a time. A second “save” removes
the first saved primary market submission.
• You may save one continuing disclosure submission and one primary market submission
under one user ID, if your firm submits both types of disclosure.
• Your saved data is available to you, but not to other users in your firm.
• Uploaded documents are not saved. You will have to upload all documents again when
resuming.
• If you wish to resume work on a saved submission, you must publish the saved
submission before making another submission. Otherwise, the second submission
removes the earlier “saved” submission. (However, publishing a continuing disclosure
submission does not remove a saved primary market submission, and vice versa.)
• After you save a submission, you may safely exit or log out of EMMA. Regardless of any
exit message displayed, the saved data remains saved
• To resume work, click “Access Saved Submission” on the right of the start screen. Since
only one set of data is saved, you do not have to specify which submission EMMA
should retrieve.
Municipal Securities Rulemaking Board 75
EMMA Dataport Manual for Primary Market Submissions
Pending, Exiting and Logging Out
Pending: When you publish submitted information in an offering that has a closing date in the
future, EMMA puts the submission in Pending status. It remains “Pending” until the end of
closing date. Pending submissions can be updated from the Dataport by you, another user in
your firm, or a designated agent of your firm. Published information about pending submissions
is disclosed to the public.
Exiting or Logging Out: If you do not end an EMMA session by publishing, but instead click on
“Exit,” then EMMA does not preserve any data entered in that session. Such data is not
disclosed to the public. EMMA asks you to confirm your selection before exiting.
Alternatively, you may end an EMMA session by logging out of MSRB Gateway. As is the case
for Exiting, logging out will not save any unpublished information.
Municipal Securities Rulemaking Board 76
EMMA Dataport Manual for Primary Market Submissions
EMMA Document Archive
EMMA includes a document archive which is visible to the public but not intended for use as
the active disclosure document for an issue. The document archive for each issue or security
generally contains all issue-related or security-related documents submitted to EMMA for
public dissemination. The archive link is displayed on the EMMA website’s Issue Detail or
Security Detail screen.
In addition to “current” documents, the archive will sometimes include duplicate submissions
of documents that may occur from time to time, as well as documents that have been
superseded through subsequent changes submitted to EMMA. In very limited circumstances, a
document may be removed altogether from EMMA, in which case the document status would
be listed as “removed.”
A submitter to EMMA may indicate on the Document screen that a document should be
replaced, deleted or archived. All such documents are moved to the EMMA archive.
Click on the document type (in the example below, Official Statement) or the file name (in the
example, OS posted 3/10/2009) to make the Options drop-down menu appear. You may add a
document or file, replace a document, delete or archive a file. If the document has not yet been
published, Delete is available; after it is published, the corresponding option is Archive.
Municipal Securities Rulemaking Board 77
EMMA Dataport Manual for Primary Market Submissions
Municipal Securities Rulemaking Board 78
EMMA Dataport Manual for Primary Market Submissions
Appendix
Form G-32 consists of a collection of data elements provided in electronic format to EMMA in
connection with a primary offering of municipal securities pursuant to Rule G-32(b)(vi)(A). Form
G-32 has been amended since its first publication. It is shown here in its current version.
I. Underwriter/Submitter Identification
A. Name of managing underwriter
B. MSRB number of managing underwriter
C. Name of submitter company, if different than managing underwriter
D. MSRB number of submitter company, if different than managing underwriter
E. Name of individual making submission
F. Contact information for individual making submission
II. Submission Information
A. Submission type (primary market disclosure or advance refunding submission)
B. Submission identifier, only for supplements, modifications or amendments of
prior submission
III. Information for Offering
A. Offering type (debt or municipal fund security)
B. Underwriting spread/placement fee, for negotiated offerings if not included in
official statement
C. Underwriting assessment exemption/discount indicator, if applicable
D. Notice of cancellation of offering, if applicable
IV. Information for Each Issue in Offering Underwritten by Underwriter
A. Issue type (new issue, remarketing)
B. Security type (CUSIP-based issue, commercial paper with 6-digit CUSIP
information, ineligible for CUSIP number assignment)
C. Full issuer name
D. Full issue description
E. State, only for issues ineligible for CUSIP number assignment and municipal fund
securities
F. Issue dated date
G. Closing date
H. Formal award date and time
I. First Execution date and time
Municipal Securities Rulemaking Board 79
EMMA Dataport Manual for Primary Market Submissions
J. Original nine-digit CUSIP number of remarketed issue, only if new CUSIP
numbers assigned to a remarketed issue
K. Six-digit CUSIP number, for commercial paper issues
V. Information for Each Security in Issue Underwritten by Underwriter
A. Nine-digit CUSIP number, except issues with no CUSIP numbers, issues of
commercial paper, or issues of municipal fund securities
B. Maturity date
C. Interest rate
D. Maturity principal amount, except issues of commercial paper or issues of
municipal fund securities
E. Initial offering price, except issues of commercial paper or issues of municipal
fund securities
F. Initial offering yield, except issues of commercial paper or issues of municipal
fund securities
G. Partial underwriting indicator, if less than full principal amount of security is
underwritten by underwriter
H. Security dated date, only for securities ineligible for CUSIP number assignment
and if different from issue dated date
VI. Information for Issue Not Underwritten by Underwriter (if any)
A. Nine-digit CUSIP number for latest maturity of issue, only if a different
underwriter underwrote an entire issue that is part of the offering
VII. Advance Refunding Information
A. Advance refunding indicator
B. Original nine-digit CUSIP numbers of refunded securities
C. Maturity date of refunded securities
D. Refunded issuer name, only if refunded issue has no CUSIP numbers
E. Refunded issuer’s state, only if refunded issue has no CUSIP numbers
F. Refunded issue description, only if refunded issue has no CUSIP numbers
G. Newly assigned nine-digit CUSIP numbers of refunded securities, if any
H. Newly assigned nine-digit CUSIP numbers of unrefunded balances, if any
VIII. Document Information
A. Document type (official statement, preliminary official statement, advance
refunding document)
Municipal Securities Rulemaking Board 80
EMMA Dataport Manual for Primary Market Submissions
B. Date document received from issuer
C. Notice of OS unavailability under Rule G-32(b)(i)(B)(2)(A) or (b)(i)(C)(1), if
applicable
D. Notice of no OS submission for limited offering under SEC Rule 15c2-12(d)(1)(i), if
applicable
E. Contact information for obtaining limited offering OS, if applicable
F. Notice of POS unavailability under Rule G-32(b)(i)(D)(2), if applicable
IX. Continuing Disclosure Information
A. Continuing disclosure undertaking indicator
B. Obligated persons, if any, identified in continuing disclosure undertaking, other
than issuer (for issue subject to SEC Rule 15c2-12)
C. Date annual financial information expected to be submitted (for issue subject to
SEC Rule 15c2-12) (not required if items IX.D and IX.E are both provided)
D. Issuer/obligated person fiscal year end date (for issue subject to SEC Rule 15c2-
12) (required if item IX.C does not provide)
E. Number of days/months after fiscal year end by which annual financial
information expected to be submitted (for issue subject to SEC Rule 15c2-12)
(required if item IX.C does not provide)
IX. Retail Order Period Information
A. Retail order period indicator
B. Start date and time and end date and time for each retail order period
conducted